Loyalty is Earned
by GraceoftheWhiteNoise
Summary: Why is Soundwave such a good soldier? Because Megatron has been earning it. Rated M. Warning Mech on Mech Slash. Little on the heavy side.


Hasbro owns Transformers, I don't.

RATED M FOR A REASON! Mech on Mech actions and dirty nasty. You have been warned.

I would just like to take a second to respect everyone who can write good, coherent M-rated smut, its not easy. This needed to get written and it decided the time was now. I've always like the Megatron and Soundwave pairing and I really like it when Megatron is the sub. So even though this story might not make the best sense, meh, I'm not even sure what universe it is. Likely G1, I love G1. Enjoy.

I need a shower i feel dirty.

-Grace-

* * *

_Italics – On earth, present tense_

Cybertron – Flashback

* * *

"_I need the loyalty and respect of my soldiers. All of them. How do I achieve such a feat?" That was how the conversation began all those years ago. That was how their…arrangement had come to be. Such a fond memory for him._

"I'm asking you, Soundwave, because of your telepathic abilities and tendencies. You hear the others thoughts. Spy on their every move. Watch unaffected by the emotions that rage around you. You know what my soldiers want from me, what it will take to convince others to follow me without question. I want this knowledge."

No answer was forthcoming from the dark navy mech in question. Megatron was standing behind Soundwave as he watched the monitors in front of him in the dark room. Images of Cybertron flickered across the screens. Soundwave sat rigid in the chair at attention but it had appeared the telepath was choosing to be unresponsive to his demand. This wasn't surprising to him. Megatron sighed and turned to leave.

Soundwave glanced casually over his shoulder at his leader. He himself wasn't loyal therefore what was he to know on the subject? However that could change, the telepath thought wickedly while sweeping his gaze over his leaders frame, yes that could change oh so fast. "Observation:" he drone as Megatron reached the door halting abruptly at the sound of his soldier, "Lord Megatron has yet to **earn** loyalty from troops."

Megatron considered the statement quietly before responding. "How do you suggest I accomplish this, Soundwave?" giving the blue and silver mech his undivided attention. Soundwave swiveled in his chair to face the gladiator. Shifting slightly in a manner he knew would force the others optics to wander on his unique design. Then he used his abilities to slowly force his way into the others mind without suspicion. Manipulation was an art.

"Suggestion: showing the strength and power of a leader coupled with rewards and disciplinary action when needed. Sufficient tactics for lesser troops already seeking revenge for Autobot wrongdoings. Higher classed soldiers; more incentive needed for desired results. Shockwave: desires freedom for scientific experimentation. Starscream: desires constant, unachievable goals to keep occupied and extreme disciplinary actions."

Megatron was unimpressed with his answer. "You truly think such little novelties will win over an army, Soundwave?"

"Decepticon Cause: strong. Followers motivated by council's actions. Crave the Cybertron we represent, need only someone to lead us too glory. You will be more than sufficient when the time comes." Soundwave offered, knowing this response still wouldn't please him.

A frown darkened Megatron's faceplates as he considered the words of the mech sitting in front of him. He wished he could see Soundwave's expressions to gauge the truth in his words. He knew he couldn't trust the telepath anymore than he could Starscream, but he was the only one that could really tell him what the growing Decepticon faction truly wanted. How to gain that needed loyalty. Their current leaders had turned their backs on the lower classed caste, and of course they made up the majority of bots that were joined his cause, it made them wary of any authoritative figure. It had made their race a bunch of treacherous, self spark-preserving bots. However it was all he had to work with and they could be such a force to reckon with if harnessed.

He sighed and returned to the present with the embarrassing realization that his optics had wandered with his thoughts right to Soundwave's interface panel. Quickly snapping his gaze upwards to the telepaths faceguard he could immediately tell that the other mech had noticed it. It didn't matter that almost all of his face was covered he could _feel_ the smirk underneath.

"M..My apologies Soundwave, my thoughts were…elsewhere." He clumsily forced out trying to regain his dignity in the situation and hide the heat flushing his faceplate with a few brisk shakes of his head. This only served to amuse the telepath as he watched. Now Megatron couldn't help it as his optics slid over the others blue and silver frame. Quietly accented with reds and yellows. It was a nice frame, bulky, but the colored accents seemed to be strategically placed to draw you to all the right places. He could see his reflection in the tinted glass on the mechs chest, how flustered he looked. Taking a deep breath and straightening his spinal struts he regained his composure. It was apparently what the telepath was patiently waiting for.

"Apology: unnecessary but duly noted." Megatron quirked an optic ridge at the others response and Soundwave shifted in his chair again. New seams and gapes in his plating were almost begging to be filled by fingers, the buttons on his pelvic armor looking so white and enticing against dark blue. Megatron forced his processor to focus on anything other than the way the glowing red visor of his subordinate was studying him.

"What of yourself and your cassettes? What is required for your loyalty to my leadership?" he spurted out, grateful for any distraction. Soundwave paused momentarily before responding.

"Cassettes are devoted to me. Will follow no matter what I require to gain my loyalty to the Decepticon Faction." That was most certainly not the response Megatron had been looking or expecting for.

"And what is required, Soundwave? How does one earn your trust and loyalty?" Megatron cajoled eager to know the answer. To have Soundwave follow him was to have every other one of his follower's thoughts and actions at his fingertips. Whatever the price was, it would be worth it.

Suddenly with a whirl and a click Soundwave's mask was absent exposing a handsome faceplate, lips pulled into a grin that was pure sin in Megatron's mind. He still spoke in that same metallic drone but seeing in come out of full lips instead of a mask gave it a disturbed and unreal quality to it.

"Any loyalty Soundwave possesses Megatron would be able to _earn_ on his knees."

Megatron was shocked, no that was an understatement, he was flabbergasted by the bold statement the mech had made. That Megatron could earn his respect by selling himself like some common pleasure bot. He almost snorted in disgust before pausing, was this all the telepath wanted from him? Was it all the telepath could need before devoting himself to him? It was a small price to pay in all fairness, his gaze once again taking in the blue and silvers with a slightly more lecherous quality to it, to do something he would have gladly done earlier with nothing in return. Instead now he could potentially gain a faithful lieutenant in his army. He had grown up in the mines and gladiatorial pits, slag happened down there and he hadn't always at the top of the food chain. Some of the things he had done to survive paled in comparison. Smiling, decision made, he lewdly replied, "Well, I suppose that could be arranged."

Soundwave's sinful smile widened by a fraction as Megatron slowly got on his hands and knees and began to crawl towards his chair he was sitting in. Lips slightly parted, aft swaying, optics glowing. He couldn't stifle a moan as Megatron flicked his slick glossa across his play button on his pelvic plating. Soundwave was pleased his manipulation of the other mech had succeeded so well, he barely had to force the idea into Megatron's mind. Perhaps he should show his new silver toy how much control he really had over the situation.

Megatron's processor felt…strange. He paused in his current action of licking a seam along a sliver thigh and looked up at the mech in front of him. Then Soundwave's presence came down and covered his processor like a blanket of fog, it was everywhere, shadowing his every thought, tendrils sneaking into his memories. He saw how the blue and silver mech had used him, cornered him, and suggested his processor to obey without question. It was the reason he felt so attracted to him, the reason he was so compliant to do… this. He growled at the other mech, anger chasing the foreign presence away, backing up slowly attempting to get to his feet.

Then hot need crashed over his entire body, he fell back to his knees gasping. His circuits hot, valve dripping, spike extending, spark pulsating wildly in his chest. He was on fire. Burning with need.

Soundwave leaned forward grasping Megatron's chin in his servo and licked his faceplate from parted lips across to his chin and over one optic. Megatron gasped again, one of his hands wandering between his thighs trying to disperse the heat. How was the telepath doing this to him?

A light metallic scoff came from the telepath as he cocked his head to get a better view as his leader roughly shoved two digits into his dripping valve. The smell of hot lubricant filling the small room as it pooled on the floor beneath him. This was too easy, he expected some sort of resistance from the gladiator, but perhaps he wasn't as strong as he thought. Smiling, he shoved two of his fingers into the others open and gasping mouth. Opening his own panel he palmed his spike and worked it to its full length lazily.

Megatron's optics widened at the sight of the others impressive spike being worked at by lazy strokes. The undeniable need to touch it, to taste it, arose and he knew it was the telepath. Giving the visuals in his mind of him running his glossa down its length, taking the tip into his mouth sucking it gently, moaning as he licked transfluid off his lips. He was beyond caring if he wasn't in control, being used, the need was too great. He replaced Soundwave's hand with his free one eagerly wrapping it around the thick base of his interface. Then he quickly spat the mechs fingers out to run his glossa along the thick spike. It tasted so good.

Shoving a third finger in his valve he began to slid that spike into his mouth. He felt himself only get hotter, wanting more, needing both his openings to be filled to capacity. Rolling his optics up to look at Soundwave's expression as he slid most of the length into his throat Soundwave's moan was filled with static as he tipped his head against the back of the chair, his visor dimming, hands clenching slightly. Then he looked down as Megatron took his spike and that smile was back.

Megatron now understood why Soundwave hid his face. That smile scared him; it was unnerving, full of evil and painful promises. The telepath reached forward to stoke the sides of his helm softly as he continued to gently suck, but Megatron already knew what was going to happen. Knew it was too late to stop him. The soft strokes turn to a vice on either side of his helm and Soundwave slammed his head onto his length while simultaneously bucking his blue hips forward. The pace was fast and deep, things were tearing inside him, he began to chock and sob around the spike buried in his throat. Both hands coming to grip Soundwave's hips desperately trying to slow the pace. Warning and damage repot hubs began to flash in the corners of his vision.

New waves of heat induced by the telepath suddenly struck his circuitry. He felt like a puppet with his strings being pulled on as his lubricant stain hand returned between his thighs with renewed efforts. Three then four digits sliding and stretching his valve while Soundwave's relenting pace never skipped in the slightest. It was all building to fast. His processor was spinning. He was going to explode. Somewhere under all that heat, pain, and pleasure Megatron felt sick with the realization that he loved the way he was being used. Loved being forced to suck spike like a dirty slut. Loved being so deliriously full.

When the overload hit Megatron thought it was only a miracle that he didn't explode. He gasped and moaned around Soundwave's spike, valve clenching around his own fingers, spark whirling fast and hot behind his plating.

"Swallow it all." Soundwave commanded as his thrusts became faster and shallower. Then static filled the air as the blue mechs spinal struts arched and he pushed one last deep time into Megatron's throat.

Bitter transfluid poured down his broken intake valves and Megatron couldn't help gagging slightly, spilling some of the sticky fluid out of his dented lips and down his chin. Soundwave used his thumb to catch it, scooping it up, and Megarton stuck out his glossa for him to wipe it off on. He then fell back on his aft with a clatter, closing his panel up, he was done being Soundwave's personal service bot. He made it to his feet shaking and looked at subordinate feeling contempt and lust.

"Are we done here?" He asked trying to school his voice and faceplate to hide his emotion and the rawness of his vocal tubing. Soundwave smirked and removing a rag from subspace began lazily cleaning himself before snapping his own panel closed.

"Affirmative: Congratulations Lord Megatron you now have one loyal and satisfied soldier, for the time being." Megatron couldn't believe the audacity of the mech, the nerve!

"What the frag do you mean "for the time being"?" He was fuming. He had just been mind raped essentially and it was for a designated period of time?

"Query: Did you seriously think that one overload would earn you my loyalty for an entire war? Then you are a fool. I can help lead you to greatness, lead Cybertron to a new age. But we all have needs to be met." Clicking his faceguard back into place he lifted his frame from the chair and stalked over to his leader before quietly whispering in the others audios. "Besides you look so pretty on you knees sucking my spike." He then departed leaving Megatron flush and fuming in the dark to think about what he had gotten himself into.

_Soundwave had done just that. He made Megatron into the leader he was today. Strong and ruthless, their army followed him without question, well except perhaps Starscream. That silly colored flyer was still proving difficult. The war still raged, but that was okay, they had functioned around warfare and chaos for so long what would they even do if peace came to be? Settle down like some Autobot couple and raise a few sparklings? A snort came from Megatron as he sat in his throne his soldiers milling around him busy with tasks. They were doing well at the moment, a few raids had coming through strong and no one was hungry or disappointed. Well save Starscream. That mech was never happy. _

_Then his eye was drawn to a flash of navy as his Third entered the command station flanked by two of his cassettes. No one knew of their involvement, except Soundwave's minions, not that he would care if they did, It was so much more than just an arrangement now, even if they didn't acknowledge it to be._

"_Lord Megatron." Soundwave's visor glinted as he nodded his respects to his leader. Then he turned and stood in front of the huge monitors looking intently it them. But Megatron noticed how he stood just so, feet splayed slightly wider than usual, hands clasped behind his back gently, looking freshly buffed in a light oil. _

_The wicked smile that crossed Megatron's faceplates briefly was not dissimilar than the one he had seen on the telepaths all those years ago. He could read Soundwave's little slips in his body language perfectly. When he could finally excuses himself he immediately went to the engine room. It didn't matter were they met, it would happen anyways, but this was proving to be his favorite spot on the Nemesis to get….busy. The whole room seemed to rumble and shake in time to the engines, the lighting dim and so erotic. _

_He felt the telepath in his mind looking for his location and the slight laughter when he discovered it. Megatron didn't mind, he knew the telepath liked the gentle rattling the engines supplied his frame with even if he didn't admit it. He could feel him coming closer and closer. His anticipation building in his processor and his interface. Then he was here. The door slid open to reveal the blue and silver mech in question. He quietly stepped in and the door clicked with the sound of it locking. They circled one another optics hungrily sweeping the others frames. It wasn't like the first time, it hadn't been like that for a while, and neither knew which one was in charge anymore. They didn't particularly care, they knew what they wanted from each other and they took it. _

"_Take it off", Megatron commanded today, but sometimes he liked it when Soundwave wore his mask. He complied to his leaders order, with a click and a whirl, it was gone. Soundwave suddenly stalked forward quickly and grabbed his leader by the neck, pressing their hot frames together, kissing and nipping silver lips. _

_When the kiss was over, leaving both mech flush and panting, he whispered a command into Megatron's audios. _

_Every Decepticon and Autobot knew that the silver tyrant kneeled to no one, never surrendered. He himself had said it many times, so whenever he compliantly knelt before the telepath, he always snickered mentally at the lie. He did kneel before one singular mech, and when he did it was always to __**earn it**__. _

_

* * *

_P.S. Cause this it my first attempt at smut any opinion you have would be greatly appreciated. -Grace- _  
_


End file.
